Effective navigation through adult life, including workplace competence and managing family health, is critically dependent upon the ability to understand and use text. Depending on the text and task demands, reading can depend on both working memory / executive control processes and knowledge, as well as skill in directing attention to the various processing demands of language comprehension and memory. Aging normatively brings both declines in working memory and executive control, but growth in knowledge and verbal ability, so that one might expect the nature of language processing to change through the life span. In fact, there is considerable evidence showing that memory for text declines with aging, however, there is considerable variability in this effect and age differences can depend on characteristics of the text, the task, and the reader. The proposed research will examine the fundamental mechanisms of adult language processing in terms of a model of self-regulated language processing (Stine-Morrow, Miller, &Hertzog, 2006) suggesting that the representation the content given directly by the text (the "textbase") and the representation of the situation suggested by the discourse (the "situation model") are independently regulated. Readers are assumed to regulate the construction of this representation both in the way in which they engage attentional resources to understand particular texts (Stine-Morrow, Miller, Gagne, &Hertzog, 2008) and in the way in which they select different information sources (Pirolli &Card, 1999;Fu &Pirolli, 2007). The fidelity to which the textbase and situational representations are constructed depends, in part, on the cognitive and socioemotional goals of the reader, the constellation of abilities that underpin language processing, and the availability of texts and other resources compatible with readers'abilities, interests, and knowledge. A series of studies is proposed to (a) test the hypothesis that aging brings divergence in textbase and situation model processing, using novel paradigms that use common metrics, (b) test the notion that age-related decreases in working memory create a tendency to underspecify the textbase representation and examine conditions that might mitigate against this effect, (c) test the idea that older adults have specific deficits with managing situational representations of multiple characters and examine text engineering solutions to this problem that can be easily implemented in e-text, and (d) examine age differences in the use of multiple (text) sources to optimize learning. PUBLIC HEALTH RELEVANCE: Workplace competence, managing family health, and maintaining social communication all hinge on effective language understanding and memory. There is now a considerable literature suggesting that in certain respects, language understanding and memory can become compromised as a function of normal, healthy aging. It is critical that we understand the basic cognitive mechanisms underlying age-related change in language processing so that we can grapple with the practical problems associated with these changes (e.g., process-based models of health literacy, reading as a form of intellectual engagement to maintain cognitive vitality through the life span).